CITY OF PHOENIX JOINT WIA PARTNERSHIP.PDF

City of Phoenix
Community and Economic Development Department
INTERGOVERNMENTAL AGREEMENT (IGA)
Contract No.
This Intergovernmental Agreement (1GA) is hereby entered into by and between the City of Phoenix, a
municipal corporation, acting through its Community and Economic Development Department, hereinafter
referred to as the "City" AND Maricopa County hereinafter referred to as "Contractor."
This document, together with the attached Standard Terms and Conditions, Special Terms and
Conditions, Statement of Work, any attachments thereto, and amendments, shall constitute the entire
agreement between the parties, and supercedes all other understandings, oral or written:
TERM OF AGREEMENT: July 1, 2014 through June 30, 2019 Amount: $ 45,000.00
FOR AND ON BEHALF OF MARICOPA FOR AND ON BEHALF OF THE CITY OF
COUNTY: PHOENIX a municipal corporation:
Ed Zuercher, City Manager
Signature Signature
Hank Marshall
Printed Name Printed Name
Chairman, Maricopa County Board of Acting Community & Economic Development
Supervisors Department Director
Title Title
Date Date
ATTEST:
City Clerk
Date:
IGA DETERMINATION — CITY
This IGA, which is an agreement between public agencies, has been reviewed pursuant to A.R.S. §11-952 by the
undersigned, who has determined that it is in the proper form and is within the power and authority granted under the
laws of the State of Arizona to those parties to the Agreement represented by the City Attorney.
APPROVED AS TO FORM:
City Attorney
[GA DETERMINATION - CONTRACTOR
This IGA, which is an agreement between public agencies, has been reviewed pursuant to A.R.S. §11-952 by the
undersigned, who has determined that it is in the proper form and is within the power and authority granted under the
laws of the State of Arizona to those parties to the Agreement represented by the Public Agency Legal Counsel.
APPROVED AS TO FORM:
Public Agency Legal Counsel
This 1GA shall be filed with the County Recorder and shall become effective as set forth in the agreement.

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
Table of Contents for Standard Terms & Conditions Page 1-2
1. DEFINITION OF TERMS Page 3
2. COMPLIANCE WITH APPLICABLE LAWS
2.1 NON-DISCRIMINATION Page 3
2.2 SMOKING POLLUTION CONTROL ORDINANCE Page 4
2.3 DRUG FREE WORKPLACE Page 4
2.4 LOBBYING Page 4
2.5 DEBARMENT Page 4
2.6 IMMIGRATION REFORM AND CONTROL ACT Page 4
2.7 CRIMES AGAINST CHILDREN Page 4
2.8 CLEAN AIR/WATER ACT Page 4
2.9 LEGAL WORKER Page 4
2.10 FINGERPRINTING Page 4
3 CONTRACT ADMINISTRATION AND OPERATION
3.1 RELATIONSHIP OF PARTIES/EMPLOYEE DISCLAIMER Page 5
3.2 NOTICES Page 5
3.3 RETENTION OF RECORDS Page 5
3.4 INSPECTION AND AUDIT OF RECORDS Page 6
3.5 AUDIT REQUIREMENTS Page 6
3.6 EVALUATION & MONITORING Page 7
3.7 PROFESSIONAL STANDARDS Page 7
3.8 CONFIDENTIALITY Page 7
3.9 COMPETITIVE BIDDING Page 7
3.10 CAPITAL EQUIPMENT Page 7
3.11 REPORTING REQUIREMENTS Page 8
3.12 SUPPORTING DOCUMENTS AND INFORMATION Page 8
3.13 ACCOUNTING Page 8
3.14 CLIENT FEES AND PROGRAM INCOME Page 8
3.15 ACKNOWLEDGMENTS Page 8
3.16 COPYRIGHTS Page 8
4 COSTS AND PAYMENTS
4.1 AVAILABILITY OF FUNDS Page 9
4.2 ALLOWABLE COSTS Page 9
4.3 NON-WAIVER OF LIABILITY Page 9
4.4 SUBSTANTIAL INTEREST DISCLOSURE Page 9
4.5 RIGHT OF OFFSET Page 9
4.6 COST OR PRICING DATA CERTIFICATION Page 9
4.7 PAYMENTS Page 10
4.8 PAYMENT RECOUPMENT Page 10
4.9 PAYMENT INDEMNIFICATION Page 10
Revised 41112014 1 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
5 CONTRACT CHANGES
5.1 ASSIGNMENT & DELEGATION Page 10
5.2 SUBCONTRACTORS Page 11
5.3 EXTENSION OR RENEWAL OF CONTRACT Page 11
5.4 AMENDMENT Page 11
5.5 NON-MATERIAL CHANGES Page 11
6 RISK & LIABILITY
6.1 INDEMNIFICATION Page 11
6.2 INSURANCE FOR GOVERNMENTAL SUBCONTRACTORS Page 11-14
7 CONTRACT TERMINATION
7.1 CITY'S RIGHT TO DISQUALIFY FOR CONFLICT OF Page 14
INTEREST
7.2 COVENANT AGAINST CONTINGENT FEES Page 14
7.3 GRATUITIES Page 14
7.4 TERMINATION FOR CONVENIENCE Page 14
7.5 TERMINATION FOR DEFAULT Page 14
7.6 TERMINATION BY CONTRACTOR Page 15
7.7 CANCELLATION FOR CONFLICT OF INTEREST Page 15
7.8 NOTIFICATION TO SUBCONTRACTORS OF TERMINATION Page 15
7.9 CONTINUATION OF PERFORMANCE THROUGH Page 15
TERMINATION
7.10 PREDECESSOR AND SUCCESSOR CONTRACTS Page 15
7.11 SUSPENSION OR DEBARMENT Page 15
8 CONTRACTUAL REMEDIES
8.1 (a) CONTINUATION DURING DISPUTES Page 15
8.1 (b) APPLICABLE LAW Page 15
8.1 (c) DELAY IN EXERCISING CONTRACT REMEDY Page 15
8.2 GRIEVANCES BY RECIPIENTS OF SERVICES Page 16
Revised 411/2014 2 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
1. DEFINITION OF TERMS
As used in this contract, the terms listed below are defined as follows:
City means the City of Phoenix, Community and Economic Development Department who
executes the contract.
City Funds means all sources of funds administered under this contract by the City including
federal, state, and focal.
Contractor means any person or entity who has a contract with the City.
Subcontract means any contract, express or implied, between the Contractor and another party
or between a subcontractor and another party delegating or assigning, in whole or in part, the
making or furnishing of any material or any service required for the performance of this contract.
Capital Equipment means all vehicles, furniture, machinery, electronic data processing (EDP)
equipment, software, and all other equipment costing $5,000.00 or more with a useful life of
greater than one year. This amount includes all normal and necessary expenses incurred to
make the equipment ready for its intended use (e.g. taxes, freight, installation, assembly and
testing charges, etc.). Capital equipment does not include real property (e.g. land, buildings,
structures, or facilities' improvements).
Subrecipient means a non-Federal entity that expends Federal awards received from a pass-
through entity to carry out a Federal program, but does not include an individual who is a
beneficiary of such a program. A subrecipient may also be a recipient of other Federal awards
directly from a Federal awarding agency.
For-Profit Subrecipient means a non-Federal entity, established as a for-profit corporation, that
expends Federal awards received from a pass-through entity to carry out a Federal program, but
does not include an individual who is a beneficiary of such a program.
Vendor means a dealer, distributor, merchant, or other seller providing goods or services required
for the conduct of a Federal program. These goods or services may be for the Contractor's own
use or for the use of beneficiaries of the Federal program.
2. COMPLIANCE WITH APPLICABLE LAWS
The Contractor shall comply with all applicable laws, ordinances, Executive Orders, rules,
regulations, standards, and codes of the Federal, State, and Local governments whether or not
specifically referenced herein. Specifically, the following apply:
2.1 NON -DISCRIMINATION: Unless exempt under Federal law, Contractor shall comply with
Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in
Employment Act, and State Executive Order No. 75-5 which mandates that all persons,
regardless of race, color, religion, sex, age, national origin, or political affiliation, shall
have equal access to employment opportunities. The Contractor shall comply with the
Rehabilitation Act of 1973, as amended, which prohibits discrimination in the employment
of qualified persons because of physical or mental disability. The Contractor shall comply
with the requirements of the Fair Labor Standards Act of 1938, as amended.
The Contractor shall comply with Title VI of the Civil Rights Act of 1964, which prohibits
the denial of benefits of, or participation in, contract services on the basis of race, color,
or national origin. The Contractor shall comply with the requirements of Section 504 of
the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of
disability, in delivering contract services; and with Title II of the Americans with
Revised 411/2014 3 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
Disabilities Act, and the Arizona Disability Act, which prohibits discrimination on the basis
of physical or mental disabilities in the provision of contract programs, services, and
activities.
Contractor further agrees that this clause will be incorporated in all subcontracts, job
consultant agreements, or subleases of this agreement entered into by contractor.
2.2 SMOKING POLLUTION CONTROL ORDINANCE: The Contractor shall be subject to
the provisions of City Ordinance No. G-2865, as amended, "the Smoking Pollution
Control Ordinance," effective July 1, 1986. This ordinance regulates smoking in places of
employment and enclosed public places located within the City of Phoenix.
2.3 DRUG-FREE WORKPLACE: The Contractor agrees to comply with the Drug-Free
Workplace Act of 1988 (P.L. 100-690). This law requires contractors and subcontractors
of federal funds to certify they will provide drug-free workplaces. This certification is a
precondition to receiving a contract or grant.
2.4 LOBBYING: The Contractor agrees to comply with the "Disclosure of Lobbying Activities"
regulations (P.L. 101-121; 31 U.S.C. 1353). This law requires contractors and grantees of
federal funds to certify that no federal funds are used for lobbying activities and provides
for penalties for failure to provide this certification. This certification is a requirement for
contracting.
2.5 DEBARMENT: The Contractor agrees to abide by Executive Order 12549, Debarment
and Suspension (34 CFR, Part 85, Section 85.510, Participant Responsibilities),
published as Part VII of the May 26, 1988, Federal Register (pages 19159-1 921 1).
2.6 IMMIGRATION REFORM AND CONTROL ACT: Contractor acknowledges the
applicability of the Immigration Reform and Control Act of 1986 (IRCA) and agrees to
comply with IRCA and permit City inspection of personnel records to verify such
compliance.
2.7 CRIMES AGAINST CHILDREN: Contractor shall comply with the requirements related to
reporting to a peace officer or child protective services incidents of crimes against
children as specified in A.R.S. §13-3620.
2.8 CLEAN AIR/WATER ACT: The Contractor agrees to comply with Section 306 of the
Clean Air Act (42 U.S.C. 1857(h), and Section 508 of the Clean Water Act (33 U.S.C.
1368).
2.9 LEGAL WORKER: As required by A.R.S. §41-4401, Contractor agrees to comply with
all federal immigration laws and regulations that relate to its employees and/or
subcontractors' employees, and their compliance with A.R.S. §23-214, subsection A
Contractor also agrees that any violation of this requirement shall be deemed a material
breach of the contract that is subject to penalties up to and including termination of the
contract. Contractor acknowledges that City retains the legal right to inspect the papers of
its contractor or subcontractor employees that work on the contract to verify such
compliance.
2.10 • FINGERPRINTING:
Contractor agrees to comply with A.R.S. §46-141 (as may be amended), whose
provisions are hereby incorporated in their entirety and made part of this contract. For
reference, these provisions include, but are not limited to, that contracts entered into for
the provision of services to juveniles or vulnerable adults shall provide that, as a condition
Revised 4/112014 4 Standard Terms & Conditions-iGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
of employment, personnel who are employed by the Contractor, whether paid or not and
who are required or allowed to provide services directly to juveniles or vulnerable adults,
shall have a valid class one or class two fingerprint clearance card Issued pursuant to
Title 41, Chapter 12, Article 3.1, or shall apply for a class one or class two fingerprint
clearance card within seven working days of employment.
3 CONTRACT ADMINISTRATION AND OPERATION
3.1 RELATIONSHIP OF PARTIES/EMPLOYEE DISCLAIMER: The Contractor under this
contract is an independent Contractor, Neither party to this contract shall be deemed to
be the employee or agent of the other party to the Contract, and the rights and
obligations of the parties shall be only those expressly set forth in this contract.
In addition, the Contract is not intended to constitute, create, give rise to, or otherwise
recognize a joint venture agreement, partnership, or other formal business association or
organization of any kind.
3.2 NOTICES: Notices to the Contractor required by this contract shall be made by the City
to the authorized Contractor Representative designated to receive notices. Notices to the
City required by this contract shall be made by the Contractor to the authorized City
representative designated to receive notices. All notices shall reference the contract
number.
3,3 RETENTION OF RECORDS: Under A.R.S. § 35-214 and 35-215, the Contractor shall
retain and contractually require each subcontractor to retain all data and other records
relating to the performance of the Contract for a period of five years after completion, and
all books, accounts, reports, files and other records relating to the contract shall be
subject at all reasonable times to inspection and audit by the City or produced at City
Offices as designated by the City.
Contractor shall maintain service records in accordance with this contract, meet the
following standards, and include at a minimum:
A. Adequate identification of the service provided and each service recipient's
application for contract and subcontract activities:
B. Personnel records which contain applications for employment, job titles and
descriptions, hire and termination dates, a copy of the fingerprint clearance card,
wage rates, and effective dates of personnel actions affecting any of these items;
C. Time and attendance records for individual employees to support all salaries and
wages paid;
D. Records of the source of all receipts and the deposit of all funds received by the
Contractor;
E. Original invoices, statements, sales tickets, billings for services, deposit slips, etc,
and a cash disbursement journal and cancelled checks to reflect all disbursements
applicable to this contract;
F. A complete general ledger with accounts for the collection of all costs and/or fees
applicable to the contract; and
G. Copies of lease/rental agreements, mortgages and/or any other agreements which in
any way may affect contract expenditures.
Revised 4/112014 5 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
Any such records not maintained shall mandate an audit exception in the amount of the
inadequately documented expenditures.
3.4 INSPECTION AND AUDIT OF RECORDS: Under A.R.S. §35-214, at any time during the
term of this Contract and five years thereafter, the books and records of the Contractor or
any subcontractor shall be subject to inspection and audit by the City at reasonable
times, and where applicable, the State or Federal government, to the extent that the
books and records relate to the performance of the Contract or subcontract.
3.5 AUDIT REQUIREMENTS: As part of the contract process, City will determine a
subrecipient or vendor relationship and notify Contractor in writing within 30 days of
contract commencement. Depending on this determination, one or more of the following
audit requirements will apply:
A. Subrecipient - Federal Funds over $500,000
In compliance with the Federal Single Audit Act (31 U.S.C. Section 7601-7507), as
amended by the Single Audit Act Amendments of 1996 (P.L. 104 to 156), Contractors
designated as subrecipients, as prescribed by the President's Council on Integrity
and Efficiency Position Statement No. 6, expending Federal Funds from all sources
totaling $500,000 or more, must have an annual audit conducted in accordance with
the audit and reporting standards as prescribed in OMB (Office of Management and
Budget) Circular A-133. The audit must include the Reporting Package as outlined in
OMB Circular A-133 which requires the City's contract numbers and award amounts
to be included in a separate schedule, if not included on the Schedule of Federal
Financial Assistance. Contractor's auditor will certify the audit was conducted in
accordance with OMB Circular A-I33.
After completion of the audit, Contractor shall submit 2 copies of the Audit Report,
Management Letter and Auditor's Opinion within thirty (30) days to the City
representative designated to receive notices. Audit shall be completed within a
reasonable time after the end of the contractor's fiscal year, but not later than nine
months after the contractor's fiscal year in which the contract expires.
B. Subrecipient— Federal Funds under $600,000
Contractors expending less than $500,000 in Federal Funds from all sources are
exempt from Federal audit requirements of A-133 for that year. However, an annual
financial audit, performance audit, evaluations, inspections, or reviews may be
required by the City.
C. For-profit Subrecipient
In accordance with OMB Circular A-133, for-profit subrecipients may be subject to
applicable compliance requirements established by the City. Methods to ensure
compliance for Federal awards made to for-profit subrecipients may include pre-
award audits, monitoring during the contract, and post-award audits.
D. Vendor
To insure accountability of the delivery of all goods and services, Contractors
designated as vendors, shall ensure that the procurement, receipt, and payment for
goods and services comply with laws, regulations, and the terms of the contract.
Revised 4/112014 6 Standard Terms & ConditionseIGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
3.6 EVALUATION AND MONITORING: The City may evaluate and the Contractor shall
agree to cooperate in the evaluation of contract services. Evaluation may assess the
quality and impact of contract services, either in isolation or in comparison with other
similar services, and assess the contractor's progress and/or success in achieving the
service requirements and deliverables set forth in this contract.
The Contractor agrees that the City may monitor the contractor or subcontractor, in the
services delivered, facilities maintained, and fiscal practices. Contractor shall cooperate
in such efforts.
3.7 PROFESSIONAL STANDARDS: Contractor shall deliver contract services in a humane
and respectful manner, and in accordance with any and all applicable professional
accreditation standards. Levels of staff qualifications, applicable licenses, permits, and
authority required must be maintained as presented in the contract.
3.8 CONFIDENTIALITY: Contractor shall observe and abide by all applicable State and
Federal statutes, rules, and regulations regarding use or disclosure of information
including, but not limited to substance abuse, alcohol abuse, mental health, and/or 1-IIV
AIDS, concerning applicants for and recipients of contract services.
3,9 COMPETITIVE BIDDING: If the purchase of supplies and equipment has been
authorized in the contract, Contractor shall procure all such items at the lowest
practicable cost and shall purchase all non-expendable items costing $1,000 or more and
having a useful life of more than one year, through a generally accepted and reasonable
competitive bidding process. Any procurement in violation of this provision shall be
considered a financial audit exception. Contractor shall expend City funds in a manner
that would serve the public interest and honor the public trust.
3.10 CAPITAL EQUIPMENT: If the contractor is authorized to purchase capital equipment or
receives capital equipment from the City, it shall be itemized in the contract for utilization
in the delivery of contract services. If capital equipment is purchased as authorized by
this contract, the Contractor shall maintain complete and up-to-date inventory records for
all capital equipment purchased hereunder. Capital equipment specifically designated to
be purchased within this contract, in whole or in part with City funds, shall be reported in
accordance with City inventory policies and procedures. The Contractor shall report
capital equipment purchased with contract funds to the City within thirty (30) days of
purchase and submit the capital equipment inventory form to the person designated by
the City to receive notices, and shall perform an annual inventory of all capital equipment
purchased with City funds or received from the City.
A. The City shall retain an equitable interest equal to the purchase price paid, or a fair
estimate or appraisal of current market value, whichever is less, in all capital
equipment purchased under this contract. The City shall be included as a co-insured
on any insurance policy that covers capital equipment purchased under this contract.
B. The Contractor shall not dispose of any capital equipment purchased under this
contract without the prior written consent of the City. Such consent, if given, may
include direction as to the means of disposition and the utilization of proceeds,
including any necessary adjustments to the contract.
C. Upon termination of this contract, any capital equipment purchased under this
contract shall be disposed of as directed by the City, and if sold, the City shall be
compensated in the amount of its equitable interest.
Revised 4/112014 7 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
D. Contractors who are authorized to purchase computer hardware and/or software for
use in contract services, or who receive donated hardware or software, must
maintain a Computer Policy Manual defining regulations related to computer
hardware/software.
E. Contractor shall maintain all equipment purchased with City funds according to the
manufacturer's recommended maintenance schedule unless otherwise permitted in
writing by the City.
3.11 REPORTING REQUIREMENTS: Reporting shall adhere to the following schedule: No
later than the 15 day following each reporting period during the contract term, the
Contractor shall submit programmatic and financial reports in the form set forth in the
contract, Such reports shall cover contract services and contract expenditures for the
preceding reporting period and shall be certified as to their truth and accuracy by the
Contractor. Failure to submit accurate and complete reports by the 15 day following the
end of a reporting period may result, at the option of the City, in a forfeiture of such
payment.
No later than the day following the termination of this Contract, the Contractor shall
submit a final program and fiscal report. Failure to submit the final program and fiscal'
reports within the above time period may result, at the option of the City, in forfeiture of
final payment.
Contractor shall submit all reports to the notice name designated by the City and shall
reference the assigned contract number.
3.12 SUPPORTING DOCUMENTS AND INFORMATION: In addition to any documents,
reports, or information required by any other section of this contract, the Contractor shall
furnish the City with any additional documents and information upon reasonable request.
3.13 ACCOUNTING: Contractor's accounting practices shall be in conformance with
Generally Accepted Accounting Principles (GAAP) as issued by the Governmental
Accounting Standards Board (GASB) for state and local governmental entities or by the
Financial Accounting Standards Board (FASB) for non-governmental entities. Contractor
shall maintain separate accounts for City funds awarded under this contract.
3.14 CLIENT FEES AND PROGRAM INCOME: Unless mandated by controlling law, the
Contractor shall impose no fees or charges of any kind upon recipients for contract
services authorized under Contract.
However, if program income is generated and received by the Contractor as a result of
contract services, it shall be disposed of with guidance from the City and reported in
accordance with applicable policies and procedures.
3.15 ACKNOWLEDGMENTS: All advertisements, publications, and printed materials that are
produced by the Contractor and refer to contract services shall acknowledge that such
services are funded under contract with the City. Where Federal and/or State funds are
involved, Contractor shall acknowledge the specific funding source.
3.16 COPYRIGHTS: Contractor shall not copyright any materials or products developed
through contract services without prior written approval by the City. Upon approval, the
City shall have a non-exclusive and irrevocable license to reproduce, publish, or
otherwise use or authorize the use of any copyrighted material.
4 COSTS AND PAYMENTS
Revised 41112014 8 Standard Terms & Conditions-GA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
4.1 AVAILABILITY OF FUNDS: Funding may not be available for performance under this
contract beyond the current fiscal year of the City. No legal liability on the part of the City
for any payment may arise under this Contract beyond the current fiscal year.
The City may reduce payments or terminate this contract without further recourse,
obligation, or penalty in the event that insufficient funds are appropriated. The City shall
have the sole and unfettered discretion in determining the availability of funds.
4.2 ALLOWABLE COSTS: Contractor shall comply with the following Cost Principles, as
applicable, to determine the allowability of incurred costs for the purpose of reimbursing
costs under contract terms and conditions. Contractor certifies that funds received under
this contract will be expended to achieve the purposes of this contract and to meet costs
defined as allowable by the federal funding agency or the following federal guidelines.
- OMB Circular A-21 for educational institutions
- OMB Circular A-87 for State, local and Indian Tribal Governments
- OMB Circular A-122 for Non-Profit organizations
- 48 CFR Chapter 1-31.2 for Commercial Organizations
4.3 NON-WAIVER OF LIABILITY: The City and Contractor, as a public entities supported by
tax monies, in execution of its public trust, cannot agree to waive any lawful or legitimate
right to recover monies lawfully due it. Therefore, the Parties agree that they will not insist
upon or demand any statement whereby one party agrees to limit in advance or waive
any right the other party might have to recover actual lawful damages in any court of law.
4.4 SUBSTANTIAL INTEREST DISCLOSURE:
A. Contractor shall not make any payments, either directly or indirectly, to any person,
partnership, corporation, trust, or any other organization which has a substantial interest
in Contractor's organization or with which Contractor (or one of its directors, officers,
owners, trust certificate holders or a relative thereof) has a substantial interest, unless
Contractor has made a full written disclosure of the proposed payments, including
amounts, to the City.
B. Lease agreements, rental agreements, or purchase of real property covered by
Paragraph A of this section shall be in writing and accompanied by an independent
commercial appraisal of fair market rental, lease, or purchase value, as appropriate.
C. For the purpose of this Section, "relative" shall have the same meaning as in City's
Administrative Regulation 2.91(2) Definition.
4.5 RIGHT OF OFFSET: Contractor acknowledges the provisions of the Phoenix City Code
which require and demand that no payment be made to any contractor while there is an
outstanding obligation due the City. City may direct any such obligation be offset against
payment due the contractor.
The City also shall be entitled to offset against any sums due the Contractor, any
expenses or costs incurred by the City, or damages assessed by the City concerning the
Contractor's non-conforming performance or failure to perform the contract, including
expenses, costs and damages described in these Standard Terms and Conditions.
4.6 COST OR PRICING DATA CERTIFICATION: By signing the contract, any contract
amendment, or other official form, Contractor certifies, to the best of the Contractor's
Revised 4/112014 9 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
knowledge and belief, any cost or pricing data submitted is accurate, complete, and
current as of the date submitted or other mutually agreed upon date.
4,7 PAYMENTS: Contractor shall submit applicable programmatic and financial reports as
required by the contract. The City shall make payment or notify contractor of nonpayment
or reduced payment for non-performance 30 days after complete and accurate invoices
are submitted to the City.
If the Contractor is, in any manner, in default in the performance of any obligation under
this contract, or if an audit exception is identified, the City may, at its option and in
addition to other available remedies, either adjust the amount of payment or withhold
payment until satisfactory resolution of the default or exception.
Under no circumstances shall the City authorize payment to the Contractor that exceeds
the Reimbursement Ceiling stated in the contract without an amendment to this contract
in accordance with the Amendment section of these terms and conditions. Under no
circumstances shall the City make payment to the Contractor for services performed prior
to or after the term of the contract without timely extension or renewal of the contract.
4.8 PAYMENT RECOUPMENT: The Contractor must reimburse the City upon demand or
the City may deduct from future payments the following:
A. Any amounts paid by the Contractor to a Subcontractor not authorized in writing by
the City.
B. Any amount or benefit paid directly or indirectly to an individual or organization not in
accordance with the information disclosed in a Substantial Interest Disclosure
statement.
C. Any amount paid by the City for services that duplicate services covered by other
specific grants and contracts.
D. Any amounts expended for items or purposes determined unallowable by the City.
E. Any amounts paid by the City for which the Contractor's books, records, and other
documents are not sufficient to clearly substantiate that those amounts were used by
the Contractor to perform contract services.
F. Any amount identified as a financial audit exception.
4.9 PAYMENTS INDEMNIFICATION: Contractor shall be responsible for issuing payment for
services performed by its employees, subcontractors, supplies, or any other third party
incurred in the furtherance of the performance or arising out of the contract, and will
indemnify and save the City harmless for all claims whatsoever out of the lawful demands
of such parties. The Contractor shall, at the City's request, furnish satisfactory evidence
that all obligations of the nature hereinabove designated have been paid, discharged or
waived.
5 CONTRACT CHANGES
5.1 ASSIGNMENT & DELEGATION: Contractor shall not assign any right nor delegate any
duty under this Contract without the prior written approval of the Director of the
Community and Economic Development Department.
Revised 411/2014 1 0 Standard Terms & Conditions-GA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & COND1TIONS-Intergovernmental Agreement
5.2 SUBCONTRACTORS: Contractor shall not enter into any subcontract under this contract
without the advance written approval of the City. The subcontract shall incorporate by
reference the terms and conditions of this contract. Upon request, the Contractor shall
provide copies of subcontracts relating to the delivery of contract services.
5.3 EXTENSION OR RENEWAL OF CONTRACT: Any extension or renewal must be made,
by written mutual agreement, prior to the end of the contract term specified in this
contract.
5.4 AMENDMENT: Any amendment to this contract shall be in writing and in accordance
with policies and procedures promulgated by the City, and agreed to and signed by both
parties.
5.5 NON -MATERIAL CHANGES: The Contractor shall give written notice to the designated
City representative of any of the following non-material changes that affects either
programmatic or financial requirements of this contract but a written amendment will not
be necessary.
1. Change of address, telephone number, email, fax number;
2. Change of Contractor's authorized signatory or his/her designee;
3. Change in the name and address of the designated representatives to which notices
are to be sent;
4. Changes in contract related personnel positions of the Contractor which do not affect
staffing ratios or staff qualifications required under this contract.
5. Change in the name of the Contractor where the ownership remains the same.
6. In Cost Reimbursement or Unit Fee contracts, whenever there is less than a 10%
increase or decrease in any budget category.
6 RISK AND LIABILITY
6.1 INDEMNIFICATION: Each party (as "Indemnitor") agrees to indemnify, defend, and hold
harmless the other party (as "Indemnitee") from and against any and all claims, losses,
liability, costs, or expenses (including reasonable attorney's fees) (hereinafter collectively
referred to as "Claims") arising out of bodily injury of any person (including death) or
property damage, but only to the extent that such Claims which result in
vicarious/derivative liability to the Indemnitee are caused by the act, omission,
negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents,
employees, or volunteers.
6.2 INSURANCE REQUIREMENTS FOR GOVERNMENTAL PARTIES TO AN IGA: None
Insurance Requirements for Any Contractors Used by a Party to the
Intergovernmental Agreement:
(Note: this applies only to Contractors used by a governmental entity, not to the
governmental entity itself.)
If any part of this Agreement is contracted or subcontracted, Maricopa County Human
Services Department shall require its contractor(s) and subcontractor(s) to name the City
of Phoenix as an additional insured to the same extent that Maricopa County Human
Services Department is named as an additional insured as required under the contract.
Revised 411/2014 11 Standard Terms & Conditions-1GA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDIT1ONS-Intergovernmental Agreement
The insurance requirements herein are minimum requirements and in no way limit the
indemnity covenants contained in the Intergovernmental Agreement. The City in no way
warrants that the minimum limits contained herein are sufficient to protect the
governmental entity or Contractor from liabilities that might arise out of the performance
of the work under this Contract by the Contractor, his agents, representatives, employees
or subcontractors, and Contractor and the governmental entity are free to purchase
additional insurance as may be determined necessary.
A. MINIMUM SCOPE AND LIMITS OF INSURANCE: Contractor shall provide coverage
with limits of liability not less than those stated below.
1. Commercial General Liability — Occurrence Form
Policy shall include bodily injury, property damage and broad form contractual
liability coverage.
• General Aggregate $2,000,000
• Products — Completed Operations Aggregate $1,000,000
• Personal and Advertising Injury $1,000,000
• Each Occurrence $1,000,000
a. The policy shall be endorsed to include the following additional insured
language: "The City of Phoenix shall be named as an additional insured
with respect to liability arising out of the activities performed by, or on
behalf of the Contractor."
(Note that the other governmental entity(ies) is/are also required to be
additional insured(s) and they should supply the Contractor with their own list
of persons to be insured.)
b. Policy shall contain a waiver of subrogation against the City of Phoenix.
2. Automobile Liability
Bodily Injury and Property Damage for any owned, hired, and non-owned
vehicles used in the performance of this Contract.
Combined Single Limit (CSL) $1,000,000
a. The policy shall be endorsed to include the following additional insured
language: "The City of Phoenix shall be named as an additional insured
with respect to liability arising out of the activities performed by, or on
behalf of the Contractor, including automobiles owned, leased, hired or
borrowed by the Contractor."
(Note that the other governmental entity(ies) is/are also required to be
additional insured(s) and they should supply the Contractor with their own list
of persons to be insured.)
3. Worker's compensation and Employers' Liability
Workers' Compensation Statutory
Revised 41112014 12 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
Employers' Liability
Each Accident $100,000
Disease — Each Employee $100,000
Disease Policy Limit $500,000
a. Policy shall contain a waiver of subrogation against the City of Phoenix.
B. ADDITIONAL INSURANCE REQUIREMENTS The policies are to contain, or be
endorsed to contain, the following provisions:
1. On insurance policies where the City of Phoenix is named as an additional insured,
the City of Phoenix and the other governmental entity shall be additional insureds to
the full limits of liability purchased by the Contractor even if those limits of liability are
in excess of those required by the Contract.
2. The Contractor's insurance coverage shall be primary insurance and non-contributory
with respect to all other available sources.
3. The Contractor's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability. Coverage provided by the Contractor shall not be limited to the liability
assumed under the indemnification provisions of its Contract with the other
governmental entity(ies) party to the IGA.
C. NOTICE OF CANCELLATION: For each insurance policy required by the insurance
provisions of this Contract, the Contractor must provide to the City, within 2 business
days of receipt, a notice if a policy is suspended, voided or cancelled for any reason.
Such notice shall be mailed, ennailed, or by hand delivery to (Melissa Magallanez, City of
Phoenix Community and Economic Development Department 200 W. Washington, 19Ih
Floor, Phoenix, AZ 86003).
D. ACCEPTABILITY OF INSURERS: Insurance is to be placed with insurers duly licensed
or approved unlicensed companies in the State of Arizona and with an "A.M. Best" rating
of not less than B+ VI. The City in no way warrants that the above-required minimum
insurer rating is sufficient to protect the Contractor from potential insurer insolvency.
E. VERIFICATION OF COVERAGE: Contractor shall furnish the City with certificates of
insurance (ACORD form or equivalent approved by the City) as required by this Contract.
The certificates for each insurance policy are to be signed by a person authorized by that
insurer to bind coverage on its behalf.
All certificates and endorsements are to be received and approved by the City before
work commences. Each insurance policy required by this Contract must be in effect at or
prior to commencement of work under this Contract and remain in effect for the duration
of the project. Failure to maintain the insurance policies as required by this Contract or to
provide evidence of renewal is a material breach of contract.
All certificates required by this Contract shall be sent directly to Melissa Magallanez,
Community and Economic Development Department, Business and Workforce
Development Division, 200 W. Washington, 19 floor, Phoenix, Arizona 85003. The
City project/contract number and project description are to be noted on the certificate of
Revised 4/1/2014 13 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDIT1ONS-Intergovernmental Agreement
insurance. The City reserves the right to require complete, certified copies of all
insurance policies required by this Contract at any time. DO NOT SEND CERTIFICATES
OF INSURANCE TO THE CITY'S RISK MANAGEMENT DIVISION.
F. SUBCONTRACTORS: Contractor's certificate(s) shall include all subcontractors as
additional insureds under its policies or Contractor shall furnish to the City separate
certificates for each subcontractor. All coverages for subcontractors shall be subject to
the minimum requirements identified above.
G. EXCEPTIONS: In the event the Contractor or sub-contractor(s) is/are a public entity,
then the Insurance Requirements shall not apply. Such public entity shall provide a
Certificate of Self-Insurance. If the contractor or sub-contractor(s) is/are a City agency,
board, or commission then none of the above shall apply.
7. CONTRACT TERMINATION
7.1 CITY'S RIGHT TO DISQUALIFY FOR CONFLICT OF INTEREST: The City reserves the
right to disqualify any Contractor on the basis of any conflict of interest that is disclosed
by any proposal submitted or any other data available to the City. This disqualification is
at the sole discretion of the City. Any proposer submitting a proposal or contractor herein,
waives both any right to object now or at any future time, before any body or agency,
including but not limited to, the City Council of the City, or any court, any objections to the
exercise of this right or disqualification by reason of real or apparent conflict of interest as
determined by the City.
7.2 COVENANT AGAINST CONTINGENT FEES: The Contractor warrants that no person or
selling agent has been employed or retained to solicit or secure this contract upon an
agreement or understanding for a commission, percentage, brokerage, or contingent fee,
excepting bona fide employers or bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business. For breach or
violation of this warranty, the City shall have the right to annul the contract without liability
or in its discretion to deduct from the contract a consideration, or otherwise recover the
full amount of such commission, brokerage or contingent fee.
7.3 GRATUITIES: The City may, by written notice, terminate this contract, in whole or in part,
if the City determines that a gratuity in the form of entertainment, gifts, or otherwise were
offered or given by the Contractor, or any agent or representative of the Contractor, to
any officer or employee of the City for the purpose of influencing the outcome of the
awarding or amending, or the making of any determinations with respect to the
performance of such contract; provided that the existence of the facts upon which the
City makes such finds shall be an issue and may be reviewed in any competent court. In
the event of such termination, the City shall be entitled to pursue the same remedies
against the Contractor as the City could pursue in the event of default by the Contractor.
7,4 TERMINATION FOR CONVENIENCE: The City reserves the right, at its sole discretion,
to terminate the contract without penalty or recourse, in whole or in part at any time upon
90 days prior written notice.
7.5 TERMINATION FOR DEFAULT: The City reserves the right to terminate the contract, in
whole or in part, upon 16 days prior written notice specifying the effective date and the
reasons for it, due to the failure of the Contractor to comply with any term and condition
of the contract, including compliance with the Scope of Work, budget considerations,
Revised 4/1/2014 14 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
submittal of reports or the consistent furnishing of incorrect or incomplete reports or
records, or compliance with any federal, state, and/or local laws. City may also terminate
the contract for ineffective or improper use of funds provided under this contract. City
may terminate this contract immediately if the City determines that the health, welfare, or
safety of service recipients is endangered.
7.6 TERMINATION BY CONTRACTOR: Contractor may terminate the contract, in whole or
in part, upon 90 days prior written notice to the City specifying the effective date.
7.7 CANCELLATION FOR CONFLICT OF INTEREST: The parties acknowledge that this
contract is subject to cancellation pursuant to the provisions of Arizona Revised Statute §
38-511.
7.8 NOTIFICATION TO SUBCONTRACTORS OF TERMINATION: In the event the contract
is terminated, with or without cause, or expires, the Contractor, upon receipt of the written
notice, shall notify all subcontractors in writing of the effective date of the termination, and
minimize all further costs to the City.
7.9 CONTINUATION OF PERFORMANCE THROUGH TERMINATION: Each party shall
continue to perform, in accordance with the requirements of the contract, up to the date
of termination, as directed by the City. In the event of termination, all contract documents,
data, and reports shall become the property of the City and be delivered upon request.
The Contractor shall be entitled to receive just and equitable compensation for work in
progress, work completed, and materials accepted up to the effective date of the
termination. Whenever determined appropriate by the City, Contractor shall assist the
City in the transition of services to other contractors or to the City.
7.10 PREDECESSOR AND SUCCESSOR CONTRACTS: The execution or termination of this
contract shall not be considered a waiver by the City of any and all rights it may have for
damages suffered through a breach of this or a prior contract with the Contractor.
7.11 SUSPENSION OR DEBARMENT: The City may, by giving written notice to the
Contractor, immediately terminate this contract if the City determines that the Contractor
has been debarred, suspended, or otherwise lawfully prohibited from participating in any
public procurement activity, including but not limited to, being disapproved as a
subcontractor of any public procurement unit or other governmental body.
8 CONTRACTUAL REMEDIES
8.1 (a) CONTINUATION DURING DISPUTES: The parties shall agree as a condition of any
contract awarded, that notwithstanding the existence of any dispute between the parties,
insofar as is possible under the terms of the contract entered into, each party shall
continue to perform the obligations required of it during the continuation of any such
dispute, unless enjoined or prohibited by an Arizona Court of competent jurisdiction.
(b) APPLICABLE LAW: Any and all disputes arising under any contract awarded
hereunder or out of the proposals submitted for this contract, which cannot be
administratively resolved, shall be tried according to the laws of the State of Arizona, and
the Contractor shall agree that the venue for any such action shall be in the State of
Arizona.
Revised 4/1/2014 15 Standard Terms & Conditions-IGA version

City of Phoenix
Community & Economic Development Department
Business and Workforce Development Division
STANDARD TERMS & CONDITIONS-Intergovernmental Agreement
(c) DELAY IN EXERCISING CONTRACT REMEDY: Failure or delay by a party to
exercise any right, power, or privilege shall not be deemed a waiver thereof. Failure to
exercise any right, power, or privilege under this contract shall not operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or further
exercise of that or any other right, power, or privilege.
8.2 GRIEVANCES BY RECIPIENTS OF SERVICES: Contractor shall maintain a formal
system acceptable to and approved by the City for reviewing and adjudicating grievances
by recipients of services or subcontractors arising from this contract.
Contractor shall advise all applicants for and recipients of contract services of their right,
at any time or for any reason, to present to the Contractor and to the City any grievances
arising from the delivery of contract services, including, but not limited to, ineligibility
determination, reduction of services, suspension or termination of services, or quality of
services. The City may assert its jurisdiction to hear the grievance or refer the matter to
the appropriate authority.
Revised 4/1/2014 16 Standard Terms & Conditions-IGA version

STATEMENT OF WORK
THIS AGREEMENT is hereby entered into as of July 1, 2014 by and between the City of
Phoenix, a municipal corporation, hereinafter referred to as the 'City" and MARICOPA COUNTY,
a political subdivision of the State of Arizona, hereinafter referred to as "County. This
agreement shall be in effect for the period of five years, is renewable by both parties agreeing,
and may be modified or terminated at any time by the written agreement of both parties,
1. STATEMENT OF WORK
This agreement is to establish a Workforce Investment Act (WIA) Partnership between the
City of Phoenix, Community & Economic Development Department and Maricopa County
administered by its Human Services Department, Workforce Development Division
Maricopa Workforce Connections (MWC), Through this partnership program, promotion
activities, Board events, job seeker activities, and training opportunities will be developed,
implemented, and coordinated to promote program awareness to businesses, the
community, local workforce investment boards, and employees. In the course of these
events this agreement allows both agencies to utilize each other's resources, staff and
programs.
Events and activities may include, but not be limited to:
• Employer focus groups
• Capacity building activities
• Conferences and meetings
• Sector Strategy Initiatives
• Strategic planning
• Collaboration on grants/RFPs
• Maricopa Human Capital Collaboration support
• Marketing/advertising campaigns/printing
• Joint surveys/studies
• Recognition events
• Facility use, including the Phoenix Business and Workforce Development Center
• Web site linkages/development
• Job fairs & Recruitment events
• Youth activities
• Securing consultants for joint initiatives
• Training
• Economic and Workforce Development resources
The City or County will serve as the fiscal agent for specific events and activities as
determined by the partners. The partners will jointly coordinate the planning, targeting,
outreach, and to promote events, activities and services. All net costs incurred to plan and
operate all events and activities will be shared between the City and the County on a pre-
approved allocated basis per each event or activity.
Page 1 of 3

2. DESIGNATED REPRESENTATIVES
The following individuals are the designated representatives for the partners to this
agreement:
City of Phoenix Community & Economic Development Department
Cynthia Spell Tweh
Deputy Director, Business and Workforce Development Division
200 W. Washington, 19th Floor
Phoenix, Arizona 85003
(602) 262-6776
(602) 534-3915, fax
cynthia.spell.tweh@phoenixsiov
Maricopa County Human Services Department
Patricia Wallace
Assistant Director, Workforce Development Division
234 N. Central Avenue, 3 rd Floor
Phoenix, Arizona 85004
(602) 506-4146
(602) 506-8789, fax
WALLACEP001@mail.rnaricopagov
3. CITY A. RESPONSIBILITIES The City of Phoenix Workforce Connection will serve as the fiscal agent for events
and activities as determined by the partnership.
B. The City of Phoenix will provide a detailed budget and billing statement to the County
within sixty (60) days after the completion of each event and/or activity for its equal
share of the net expenses that were incurred.
C. The City will pay or reimburse the County for the City's proportionate share of
expenses as provided in Paragraph 6.
4. COUNTY RESPONSIBILITIES
A. Maricopa County will serve as the fiscal agent for events and activities as determined
by the partnership.
B. Maricopa County will provide a detailed budget and billing statement to the City within
sixty (60) days after the completion of each event and/or activity for its equal share of
the net expenses that were incurred.
C. The County will pay or reimburse the City for the County's proportionate share of
expenses as provided in Paragraph 6.
5. PARTNERSHIP JOINT RESPONSIBILITIES
Page 2 of 3

Each partner has the responsibility to assist in the development and coordination of all
activities and events. This may include but not be limited to:
• Sharing of information and resources.
• Coordination of board involvement, when necessary.
• Coordinating efforts and resources to develop and/or respond to grants/RFPs/RFQs.
• Design, production and distribution of marketing materials.
• Evaluation and reservation of facilities.
• Promotion of events.
• Identification and recruitment of employers.
• Coordination of staff/volunteers.
• Joint approval and authorization of all expenditures before incurring costs.
• Securing corporate sponsorships for events and activities.
6. METHOD OF completion BILLING of AND each PAYMENT event or activity, the designated fiscal agent will close out all
Upon related the transactions and expenditures within sixty (60) days, and issue a detailed budget
and billing statement to the other partner for the partner's previously agreed upon share of
the entire net costs incurred per event or activity. Request for payment will be sent to the
designated address listed below.
Once a detailed budget and billing statement is received, the partner will reimburse the
designated fiscal agent within thirty (30) days after receipt of the request for payment.
If a financial loss is shown for any activity or event, both parties will pay their proportionate
share of the losses based on the allocation method agreed upon for the event.
Communication and details concerning financial activities shall be directed to the following
contract representatives:
City of Phoenix
CEDD – Fiscal Section (WIA)
200 W. Washington, 19th Floor
Phoenix, Arizona 85003
(602) 534-6616
(602) 534-3915, fax
doris.pulsiferRphoenix.qoy
Maricopa County Human Services Department
Workforce Development Division — Finance
Grant Accountant
234 N. Central Avenue, 3rd Floor
Phoenix, Arizona 85004
(602) 506-4846
HSDFinance(mail.maricopagov
Page 3 of 3